Agreements between Shareholders of Joint Stock Companies, Which Include Right of Preemption

Shareholders' agreements are made in joint stock companies for various reasons. These contracts feature the right of preemption of parties. This article deals with the rights of preemption, which can be found in contracts that have been made by shareholders of joint stock companies. The consequences of preemption rights, which can be found in articles of companies, are also examined in the study. The study focuses particularly on the problem of which rules are applicable for cases that include the right of preemption. Turkish Code of Obligations and Turkish Commercial Code have no rules for preemptive rights on shares of joint stock companies. But Turkish Code of Obligations has rules for preemptive rights on real estates. It is also taken as a subject of evaluation, to what extent these rules are applicable to the shareholders' agreements, which include right of preemption. The reasons and the form of preemption contracts, often encountered in practice, are emphasized. The juridical quality of this contract and its reasons are also evaluated. The mandatory content of the preemption contracts are determined. The event of preemption, as a precondition in order to benefit from one's right is analyzed and the obligation of its notification is also examined. Moreover, the article also deals with the form of benefiting from one's right and problems, which come up because of its use. Making use of the right of preemption typically has an effect between the parties of the shareholders' agreements and it does not come up with such a result as a takeover of company shares. The article includes also the reasons, which involve end of preemption right and effects of it.